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Year End :2019-03

Directors' Report

To,

The Members,

Your Directors have pleasure in presenting the 44th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended March 31, 2019.

Financial Results

Financial results are presented in the table below:

in crores)

Particulars

Consolidated

Standalone

2018-19

2017-18

2018-19

2017-18

Revenue from Operations including other Income

8829.22

8053.52

6547.93

5892.29

Less Expenses:

Cost of goods sold

4309.03

3846.41

3257.51

2919.46

Employee benefits expenses

937.91

792.79

572.33

461.13

Finance cost

59.58

53.05

29.80

21.89

Depreciation and Amortization expenses

176.90

162.18

108.83

102.50

Other Expenses

1546.55

1491.70

1076.1 1

999.64

Total Expenses

7029.97

6346.13

5044.58

4504.62

Profit before share of profit from joint venture and exceptional items

1799.25

1707.39

NA

NA

share of profit of Joint Venture

0.96

0.24

NA

NA

Profit before exceptional items and tax

1800.21

1707.63

1503.35

1387.67

Exceptional items

75.34

14.54

0

14.54

Profit before tax

1724.87

1693.09

1503.35

1373.13

Tax expense

278.62

335.35

239.06

301.08

Net Profit for the year

1446.25

1357.74

1 264.29

1072.05

Net profit attributable to-

Owners of the Holding Company

1442.33

1354.39

NA

NA

Non-Controlling interest

3.92

3.35

NA

NA

Transfer to reserves

There is no amount proposed to be transferred to reserves.

Dividend

The Company has paid an interim dividend of Rs.1.25 per share of Rs.1/-each fully paid up (being 1 25%) on November 22, 2018. We are pleased to recommend a dividend of Rs.1.50 per share of Rs.1/-each fully paid up (being 150%) for the financial year 2018-1 9. The dividend recommended, if approved by the members, will be paid to members within the period stipulated by the Companies Act, 2013. The aggregate dividend for the year will amount to Rs.2.75 per share of Rs.1/- each fully paid up (being 275%) as against Rs.7.50 per share of Rs.1/- each fully paid up (being 750%) which included special dividend of Rs.5.00 per share (being 500%) declared last year. The dividend payout ratio for the current year, inclusive of corporate tax on dividend distribution is at 46.32%.

Unpaid/ unclaimed Dividend

Pursuant to the provisions of Section 1 24 (5) of the Companies Act, 2013, Final dividend for the financial year 2010-11 amounting to Rs.32,43,976/- and interim dividend for the financial year 2011-12 amounting to Rs.29,90,565/- which remained unpaid/ unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund (IEPF) of the Central Government. The due dates for transfer of unpaid dividend to IEPF for subsequent years is given in the Corporate Governance Report. The list of unpaid dividend declared up to the financial year 201 7-1 8 (updated up to the date of 43rd AGM held on 26.07.201 8) and for interim dividend declared during the financial year 2018-19 is available on Company's website www. dabur.com. Shareholders are requested to check the said lists and if any dividend due to them remains unpaid in the said lists, can approach the Company for release of their unpaid dividend.

Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as 'Listing Regulations') and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the abridged Annual Report containing salient features of the financial statements, including consolidated financial statements, for the financial year 2018-19, along with statement containing salient features of the Directors' Report (including Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2018-1 9, upon receipt of written request from you, as a member of the Company.

Full version of the Annual Report 2018-19 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors' Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2018-19 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It is also available at the Company's website at www.dabur.com.

Consolidated Financial Statements

In compliance with the applicable provisions of Companies Act, 2013 including the Accounting Standard Ind AS 110 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 201 8-1 9. Consolidated Turnover was Rs.8829.22 crores as against Rs.8053.52 crores in the previous year. Net Profit after Tax for the year stood at Rs. 1442.33 crores as against Rs.1 354.39 crores in the previous year.

Operations and Business Performance

Kindly refer to Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

Corporate Governance

Corporate governance is a process that aims to allocate corporate resources in a manner that maximizes value for all stakeholders - shareholders, investors, employees, customers, suppliers, environment and the community at large and holds those at the helms to account by evaluating their decisions on transparency, inclusivity, equity and responsibility. Fine corporate governance is an essential standard for establishing the striking investment environment which is needed by competitive companies to gain strong position in efficient financial markets.

At Da bur good governance practices forms part of business strategy which includes, inter alia, focus on long term value creation and protecting stakeholders interests by applying proper care, skill and diligence to business decisions. Payoffs from strong governance practices have been in the sphere of valuations, stakeholders' confidence, market capitalization and high credit ratings in positive context apart from obtaining of awards from appropriate authorities for brands, stocks, environmental protection, etc. These contributes to Dabur paying uninterrupted dividends to its shareholders. During the FY 2018-19, Dabur India Limited has been awarded as the Best Governed Company by ICSI at its 18th National Awards for Excellence in Corporate Governance, for 2018. This is the third year in a row and 5th overall that Dabur has been presented this award by The Institute of Company Secretaries of India (ICSI). Dabur was presented the Award for implementation of exemplary practices in Corporate Governance, Board Structure and Processes, and Disclosure Compliances.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as 'Annexure 1' and forms part of this report.

Business Responsibility Report

At Dabur, fulfilment of environmental, social and governance responsibility is an integral part of the way the Company conducts its business.

Business Responsibility Report as stipulated under Regulation 34 of the Listing Regulations is available on the website of the Company www.dabur.com at weblink http://dabur.com/in/en-us/ investor/investor-information/business-responsibility-report-as-per-sebi-listing-regulations. Any Member interested in obtaining a physical copy of the same may write to the Company Secretary at the Registered Office of the Company.

Credit Rating

During the year the Company has sustained its long term bank facility credit rating of AAA (stable) which has been reaffirmed by CRISIL. The highest credit rating of AAA awarded by CRISIL reflects the highest degree of safety regarding timely servicing of financial obligations. Further CRISIL has reaffirmed the rating of NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk. The Company's short term bank facility credit rated as A1 + by CRISIL, has been reaffirmed. The rating of A1+ for Commercial Paper has also been reaffirmed by CRISIL. This highest rating of A1 + indicates a very strong degree of safety with regard to timely payment of interest & principal. Such instrument carry lowest credit risk.

Further ICRA has reaffirmed the rating on NCD programme of the Company as AAA (stable). The rating indicates highest degree of safety regarding timely servicing of financial obligation. The rated instrument carries lowest credit risk and the outlook on the long term rating is stable.

Directors

Pursuant to Section 149, 1 52 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Amit Burman (DIN: 00042050) and Mr. Mohit Burman (DIN: 0021963), Directors will retire by rotation at the ensuing AGM, and being eligible, offers themselves for re-appointment in accordance with provisions of the Companies Act, 201 3.

Pursuant to Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations, the Board of Directors of the Company in their meeting held on 31st January, 2019 appointed Mr. Ajit Mohan Sharan (DIN: 02458844) as an Additional Director in the category of Non-Executive Independent Director, subject to approval of shareholders in the ensuing Annual General Meeting, for a term of 5 (five) consecutive years w.e.f. 31st January, 2019. Mr. Sharan has given consent for his appointment. The Company has also received a notice in writing from a member proposing his candidature for the office of Director. Necessary disclosures with respect to his appointment have also been received by the Company.

Further, pursuant to Section 196, 197, 198 and 203 read with Schedule V of the Companies Act, 2013 and rules made thereunder and Listing Regulations, the Board of Directors of the Company in their meeting held on 31st January, 2019 appointed Mr. Mohit Malhotra (DIN: 08346826) as Whole Time Director, designated as Chief Executive Officer (CEO) of the Company. Mr. Mohit Malhotra held the position of CEO- designate up to 31st March, 2019 and thereafter the position of CEO, in place of Mr. Sunil Duggal. Mr. Malhotra's appointment is subject to approval of shareholders in the ensuing Annual General Meeting and other requisite approvals, as may be required. The Company has also received a notice in writing from a member proposing his candidature for the office of Director.

Important changes which have occured after the close of Financial Year

As per Section 149 of the Companies Act, 2013 the Company had appointed Mr. P N Vijay (DIN: 00049992), Mr. R C Bhargava (DIN: 00007620), Dr. S. Narayan (DIN: 00094081), Dr. Ajay Dua (DIN: 0231 8948)and Mr. Sanjay Kumar Bhattacharyya (DIN:01 924770) as Non-Executive Independent Directors of the Company w.e.f. 22nd July, 2014 and Mrs. Falguni Sanjay Nayar (DIN: 00003633) as Non-Executive Independent Director of the Company w.e.f. 28th July, 2014 for a term (first term) of 5 consecutive years. All these Directors are eligible for re-appointment as Independent Directors. Considering the good performance evaluation report of these Directors, the Board of Directors of the Company, on the recommendation of Nomination & Compensation Committee, in their meeting held on 1 9th July, 201 9 have re-appointed them for a second term of 5 (five) consecutive years, subject to approval of shareholders in the ensuing AGM. The Company has received necessary disclosures and notices with respect to re-appointment of all the above mentioned Independent Directors.

At the end of the Board Meeting on 19th July, 2019

- Dr. Anand Chand Burman, Chairman and Director of the Company stepped down from the office of Director, with immediate effect, and

- Mr. Sunil Duggal, Director who had resigned from executive position w.e.f. 16th May, 2019, resigned from the office of Director with immediate effect.

- Further, pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Listing Regulations, the Board of Directors of the Company, upon recommendation of Nomination and Remuneration Committee, in their meeting held on 19th July, 2019 appointed Mr. Aditya Burman (DIN: 00042277) as an Additional Director in the category of Non-Executive Promoter Director, subject to approval of shareholders in the ensuing Annual General Meeting. Mr. Aditya Burman has given consent for his appointment. The Company has received a notice in writing from a member proposing his candidature for the office of Director of the Company.

A brief resume of the Directors being appointed/ re-appointed, the nature of expertise in specific functional areas, names of companies in which they hold Directorships, committee memberships/chairmanships, their shareholding in the Company, etc., have been furnished in the explanatory statement to the notice of the ensuing AGM.

The Nomination and Remuneration Committee and the Board of Directors of the Company recommend their appointment/ re-appointment at the ensuing AGM.

The Company has received necessary declaration from all the Independent Directors under Section 149(7) of the Companies Act, 201 3, confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

None of the Directors of the Company are related inter-se in terms of Section 2(77) of the Companies Act, 2013 including rules thereunder.

Key Managerial Personnel

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 201 3 are as follows:

Mr. Sunil Duggal, Whole Time Director (CEO up to March 31, 201 9). He has ceased as Whole Time Director w.e.f. May 1 6, 201 9, however he shall continue as Non-Executive Director.

Important changes which have occured after the close of Financial Year

Mr. Sunil Duggal has resigned from the office of Director on July 1 9, 201 9, at the end of the board meeting held on that day.

Policy on Directors' appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 201 3, the Policy on appointment of Board Members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is attached as 'Annexure 2 & 3' respectively to this report. The same are also available on the website of the Company at www.dabur.com at weblink https:// www.dabur.com/img/upload-files/111 972-policy-on-Directors-appointment-and-policy-on-remuneration.pdf.

Particulars of remuneration of Directors/ KMP/ Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as 'Annexure 4A' to this report. Further, in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said rules is attached as 'Annexure 4B' to this report.

Employees Stock Option Plan

During the year, 67,44,864 options in 3 tranches were granted to eligible employees of the Company in terms of Employees Stock Option Plan (Dabur ESOP 2000).

During the financial year 2018-19, there has been no change in the Employees Stock Option Plan (Dabur ESOP 2000) of the Company. Further, it is confirmed that the ESOP Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014.

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 with regard to Employees Stock Option Plan of the Company are available on the website of the Company at www.dabur.com and weblink for the same is http://www.dabur.com/in/en-us/investor/ investor-information/esops

Number of Meetings of the Board

During the Financial Year 2018-19, 4 (four) number of Board Meetings were held. For details thereof kindly refer to the section 'Board of Directors- Number of Board Meetings', in the Corporate Governance Report.

Performance Evaluation of the Board, its Committees and Individual Directors

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.

The annual performance evaluation of the Board, its Committees and each Director has been carried outforthe financial year 2018-19 in accordance with the framework. The details of evaluation process of the Board, its Committees and individual Directors, including Independent Directors have been provided under the Corporate Governance Report which forms part of this Report.

Directors' Responsibility Statement

Pursuanttothe provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors confirm:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

b) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit and loss of the Company for that period;

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they had prepared the annual accounts on a going concern basis;

e) That they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statutory Auditors and their Report Statutory Auditors

Pursuant to the provisions of Section 1 39 of the Companies Act, 2013 and rules made thereunder, M/s. Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration No. 001076N/ N50001 3) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 42nd Annual General Meeting held on 26th July, 201 7 until the conclusion of 47th Annual General Meeting of the Company to be held in the calendar year 2022, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Audit Committee of the Board. However, as per the Companies Amendment Act, 201 7, the requirement of annual ratification has been omitted.

Pursuant to Section 139 and 141 of the Companies Act, 2013 and relevant Rules prescribed there under, the Company has received certificate dated 1st May, 2019 from the Auditors to the effect, inter-a/ia, confirming that their appointment continues to be within the limits laid down by the Act, is as per the term provided under the Act, that they are not disqualified for continuing such appointment under the provisions of applicable laws and also that there are no pending proceedings against them or any of their partners with respect to professional matters of conduct.

The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

Report of Statutory Auditors

M/s. Walker Chandiok & Co LLP, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2018-19, which forms part of the Annual Report 2018-19. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

Cost Auditors and their Report

As per Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules 2014, M/s Ramanath Iyer & Company, Cost Accountants, (Firm's Membership No. 000019) have been re-appointed as Cost Auditors for the financial year 2019-20 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of Cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. The Cost Auditors have certified that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the financial year 201 7-1 8, issued by M/s Ramanath Iyer & Company, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules was filed with the Ministry of Corporate Affairs on 23.08.2018.

Secretarial Auditors and their Report

M/s Chandrasekaran Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company for the financial year 2018-19 pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as 'Annexure 5' to this report.

There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the Report issued by them for the financial year 2018-19 which call for any explanation from the Board of Directors.

M/s Chandrasekaran Associates, Company Secretaries have been re-appointed to conduct the secretarial audit of the Company for the financial year 2019-20. They have confirmed that they are eligible for the said appointment.

Details in respect of frauds reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(1 2) of the Companies Act, 2013, including rules made thereunder.

Internal Financial Control System

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's IFC system also comprises due compliances with Company's policies and Standard Operating Procedures (SOP's) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from Pricewaterhouse Coopers Pvt. Ltd., the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Auditors to the Audit Committee of the Board.

To further strengthen the internal control process, the Company has developed a very comprehensive legal compliance system called 'e-nforce', which drills down from the CEO to the executive level person who is responsible for compliance. This process is fully automated and generate alerts for proper and timely compliance.

Adequacy of Internal Financial Controls with reference to the financial statements

The Companies Act, 201 3 re-emphasizes the need for an effective Internal Financial Control system in the Company which should be adequate and shall operate effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.

To ensure effective Internal Financial Controls the Company has laid down the following measures:

• All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

• All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool called "e-nforce". Non- compliance, if any, is seriously taken by the Management and corrective actions are taken immediately. Any regulatory amendment is updated periodically in the system.

• Approval of all transactions is ensured through a pre-approved Delegation of Authority (DOA) Schedule which is inbuilt into the SAP system. DOA is reviewed periodically by the Management and compliance of DOA is regularly checked and monitored by the Auditors.

• The Company follows a robust 2-tier internal audit process:

o Tier-1: Management/ Strategic/ Proprietary audits are conducted on regular basis throughout the year as per agreed audit plan.

o Tier-2: Transaction audits are conducted regularly to ensure accuracy of financial reporting, safeguard and protection of all the assets. Stock audit is conducted on quarterly basis at all locations in India. Fixed Asset Verification is done on an annual basis including Ind AS-36 testing at all locations.

o The audit reports for the above audits are compiled and submitted to management committee and audit committee for review and necessary action.

• The Company's Books of Accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/ effectiveness of all transactions, integrity and reliability of reporting.

• The Company has a comprehensive risk management framework.

• The Company has a robust mechanism of building budgets at an integrated cross- functional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

• The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.

• The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements vs. budgets in quarterly review meetings. Specialized issues like investments, property, FOREX are discussed in their respective internal committee meetings.

• Compliance of secretarial functions is ensured by way of secretarial audit.

• Compliance relating to cost records of the company is ensured by way of cost audit.

• After close of the financial year the internal auditors have issued their report apprising the company of certain gaps in design/ operating effectiveness of controls, for which the management has agreed to take remedial action.

Development and implementation of Risk Management

Daburhasin place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Risk Management Committee of the Board is responsible for preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, identifying and reviewing critical risks on regular basis, updating the Risk Register on quarterly basis, reporting of key changes in critical risks to the Board on an ongoing basis and a detailed report on yearly basis, evaluation of risk management systems by the Audit Committee on yearly basis and such other functions as may be prescribed by the Board.

The Committee holds quarterly meetings to review the critical risks identified. The risks faced by the Company, their impact and their minimization procedures are assessed categorically under the broad heads of High, Medium and Low risks. The Risk Register of the Company is also audited by internal auditors of the Company.

Further the risks control systems are instituted to ensure that the risks in each business process a re mitigated. The two joint Chief Risk Officers (CROs) are responsible for the overall risk governance in the Company and reports directly to the Management Committee (MANCOM), which consists of various functional heads. The Board provides oversight and reviews the Risk Management Policy on a quarterly basis. The Board is responsibleforframing, implementing and monitoring the risk management plan of the Company. During the year, Pricewaterhouse Coopers Pvt. Ltd., Internal auditors, had tested the Risk & Control Matrices for various processes as a part of Internal financial control framework. These Risk & Control Matrices were prepared by them during the last financial year.

In line with the Listing Regulations, during the year cyber security risk has been included in the risk management plan and a Risk Management Policy with respect to Commodities, including through hedging has also been framed by the Company.

In the opinion of the Board there has been no identification of elements of risk that may threaten the existence of the Company.

Nature of business

There has been no change in the nature of business of the Company.

Daburhasa diverse portfolio consisting of a number of brands and sub-brands across the three verticals of Home and Personal care,

Healthcare and Foods. In addition the Company has presence across various channels such as general groceries, chemists, organized retail and ecommerce. During the year, the company followed a channel focus strategy whereby each channel was leveraged through specific strategies and teams. This led to high growth in channels such as rural, organized retail and ecommerce.

During fiscal 2018-19 the Company launched the following new products:

• A new SKU of Honey Squeezy in 225 gm to increase the penetration and affordability of honey in India

• A new format of Odonil, in the form of a convenient fragrance card, called Odonil Smile

• Hridyasava, an Ayurvedic medicine beneficial for heart

Recognizing that India is a mosaic nation full of consumers of different cultures, beliefs and preferences, Dabur has embarked upon a region-focused and analytics-based initiative, RISE. Under this initiative, the company looks at India through the lens of 1 2 geographical clusters. The company successfully completed the first phase of project which entails collecting insights and ideas from these clusters. A pilot project was commenced in North East based on these insights and the region has shown tremendous growth. As we move along the course of RISE, we expect to launch products and initiatives with different propositions and characteristics which are closer to the consumer's pulse in the respective market.

During the year the company initiated a project called 'Lakshya' which entails improving range availability at C&FA and distributors, improving lead time adherence, improving the OTIF (On-Time and In-Full) metric for modern retail, reducing logistics cost and finished good inventory. It is a comprehensive supply chain project which will help us transform into a leaner and more efficient company. We have seen considerable improvements on this front in this fiscal year and expect to see further gains in the coming year.

Further updates regarding operational performance and projects undertaken by the subsidiary companies can be referred in the report on highlights of performance of subsidiaries presented elsewhere in this report.

Subsidiaries

Dabur Tunisie, a step down wholly owned subsidiary company which was decided to be dissolved during the financial year 1 7-1 8, is under process of liquidation and is expected to be completed by December, 2019.

Pursuant to Section 129 (3) of the Companies Act, 2013 andlnd -AS 110 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statements of its subsidiaries.

Further, a separate statement containing the salient features of the financial statements of subsidiaries of the company in the prescribed form AOC-1 has been disclosed in the Consolidated Financial Statements.

In terms of provisions of Section 136 of the Companies Act, 2013, separate audited accounts of the subsidiary companies shall be available on website of the Company at www.dabur.com. The Company will make available physical copies of these documents upon request by any shareholder of the Company/ subsidiary interested in obtaining the same.

These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM.

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture Companies and their contribution to the overall performance of the company.

Pursuant to Section 1 34 of the Companies Act, 2013 and Rule 8(1) of the Companies (Accounts) Rules, 2014 the report on highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company is attached as 'Annexure 6' to this report.

Information with respect to financial position of the above entities can be referred in form AOC-1 which has been disclosed in the Consolidated Financial Statements.

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are attached as 'Annexure 7' to this report.

Environmental, Health and Safety (EHS) Review

Details with respect to Environmental, Health and Safety (EHS) review are attached as 'Annexure 8' to this report.

Details of Policy developed and implemented on Corporate Social Responsibilities (CSR) initiatives

The Company has in place a CSR Policy in line with Schedule VII of the Companies Act, 201 3. As per the policy the CSR activities are focused not just around the plants and offices of the Company, but also in other geographies based on the needs of the communities. The four focus areas where special Community Development programmes are run are:

1. Eradicating hunger, poverty and malnutrition.

2. Promoting Health care including preventive health care.

3. Ensuring environmental sustainability.

4. Promotion of Education.

The annual report on CSR activities is furnished in 'Annexure 9' which is attached to this report.

Change in Capital Structure and Listing of Shares

The paid up share capital of the Company as on 31st March, 2019 is Rs.1,76,62,91,1417- divided into 1,76,62,91,141 equity shares ofRs. 1/-each. The Company's equity shares are listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). During the year 47,70,631 equity shares of Rs.1/- each were allotted under ESOP scheme of the Company and admitted for trading in NSE and BSE.

Important changes which have occured after the close of Financial Year

After the close of Financial Year, on May 31, 2019, 7,64,531 equity shares of Rs.1/- each were allotted under ESOP scheme of the Company and have been admitted for trading on NSE and BSE. Accordingly, the paid up share capital of the Company w.e.f. May 31, 2019 is Rs.1,76,70,55,672/- divided into 1,76,70,55,672 equity shares of Rs.1/-each.

The shares are actively traded on NSE and BSE and have not been suspended from trading.

During the year, the Company had applied for voluntary delisting of its equity shares from Metropolitan Stock Exchange of India Ltd. (MSEI). Accordingly, trading in Equity Shares of the Company on MSEI was suspended w.e.f. October 03, 201 8 and the Company was delisted from the Capital Market Segment of the Exchange w.e.f. October 10, 2018.

Annual Return

The extract of Annual Return as on March 31, 2019 in the prescribed Form No. MGT-9, pursuant to Section 92 of the Companies Act, 201 3 is available on the website of the Company at www.dabur.com at the link https://www.dabur.com/img/ assets/20306-ext ract-of-annual-return.pdf

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Particulars of loans, guarantees and investments under Section 186 of the Act as at the end of the Financial Year 2018-19 are provided in the standalone financial statements (refer Note No. 47).

Contracts or arrangements with related parties under Section 188(1) of the Companies Act, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year, were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract or arrangement with related parties which could be considered 'material' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions in Note No. 54 of the Standalone Financial Statements.

Disclosure on Audit Committee

The Audit Committee as on March 31, 2019 comprises of the following Independent Directors: Mr. P.N Vijay (Chairman), Mr. R.C. Bhargava, Dr. S. Narayan, Dr. Ajay Dua and Mr. S.K. Bhattacharyya as members. For more details kindly refer to the section 'Committees of the Board -Audit Committee', in the Corporate Governance Report, which forms part of this Report.

All recommendations of Audit Committee were accepted by the Board of Directors.

Disclosure on Public Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

Disclosure on Vigil Mechanism

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal. The Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access

to the Chairman of the Audit committee, and also to a three-member Direct Touch team established for this purpose. The Direct Touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy. Further information on the subject can be referred to in section 'Policies, Affirmations and Disclosures' - Whistle-Blower Policy / Vigil Mechanism of the Corporate Governance Report.

Disclosure on Cost Records

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(5) of the Companies (Accounts) Rules, 2014 it is confirmed that maintenance of cost records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

Dividend Distribution Policy

To bring transparency in the matter of declaration of dividend and protect the interests of investors, Dabur had in place a Dividend Policy since long. The Policy was revised in Financial year 201 6-1 7 in accordance with Regulation 43Aofthe Listing Regulations and the Companies Act, 2013 and has been displayed on the Company's website at WWW.dabur.com. The Policy is attached as 'Annexure 1 0' to this report.

At Dabur, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Dabur, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Dabur.

The Company also has in place 'Prevention of Sexual Harassment Policy'. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition& Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress complaints received regarding sexual harassment.

The Direct Touch (Whistle-Blower & Protection Policy) Policy also provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

The following is a summary of sexual harassment complaints received and disposed of during the year:

• No. of complaints received: 0

• No. of complaints disposed of: 0

• No. of complaints pending: 0

Significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concerns status and company's operations in future

The Company has not received any significant or material orders passed by any Regulatory Authority, Court or Tribunal which shall impact the going concern status and Company's operations in future.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

Industrial Relations

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

Acknowledgements

Your Directors place on record their gratitude to the Central Government, State Governments and Company's Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellentall around operational performance.

For and on behalf of the Board

AMIT BURMAN

Place: New Delhi

Chairman

Date : July 19, 2019

DIN: 00042050

Annexure 1

Independent Auditor's Certificate on Corporate Governance

To the Members of Dabur India Limited

1. This certificate is issued in accordance with the terms of our engagement letter dated 26 July, 2018.

2. We have examined the compliance of conditions of corporate governance by Dabur India Limited ('the Company') for the year ended on 31 March 2019, as stipulated in Regulations 1 7 to 27, Clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations').

Management's Responsibility

3. The compliance of conditions of Corporate Governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.

Auditor's Responsibility

4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

5. We have examined the relevant records of the Company in accordance with the applicable generally accepted auditing standards in India, the Guidance Note on Certification of Corporate Governance issued by the Institute of Chartered Accountants of India ('ICAI'), and Guidance Note on Reports or Certificates for Special Purposes (Revised 2016) issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.

6. We have complied with the relevantapplicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion

7. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in the Listing Regulations during the year ended 31 March, 2019.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Restriction on use

8. This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be suitable for any other purpose.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm Registration No. 001 076N/N50001 3

Anupam Kumar

Partner

Place: New Delhi

Membership No. 501531

Date : May 2, 2019

UDIN: 19501 531 AAAAAH9832

Annexure 2

Policy on Appointment of Board Members

Constitution & Size

Members

• Chairman

• Promoter Family nominee(s)

• Executive members

• Independent members

Profile

• Board should ideally comprise of 1 2 members

• 50% of members should be independent

• The Chairman should be elected by the Board and should be Non-Executive

• Not more than 4 nominees from the Promoter's family including Chairman

The skill profile of independent Board Members will be driven by the key tasks defined by the Board for them

• Independent Corporate Governance

• Guiding strategy and Enhancing Shareholders Value

• Monitoring Performance, Management Development & Compensation

• Control & Compliance

Skill profile of Board Members (multiple skills could be combined in one individual)

Key Skill Area/ Qualification

Essential/ positive Attributes

Desirable Attributes

1 . Strategy/ Business Leadership

• 2-3 years experience as a CEO, preferably of an MNC in India

FMCG experience

2. Corporate Strategy Consultant

• Consultant/Academician with experience in FMCG Industry and business strategy

Basic understanding of Finance

3. Sales and Marketing experience

• At least 1 0 years experience in sales and marketing • Good understanding of commercial processes • 2-3 years as head of sales or marketing

Experience with FMCG or other consumer products

4. Corporate Law

• Expert knowledge of Corporate Law

Experience in trade/ consumer related laws

5. Finance

• At least 5 years as a CEO or as head of a merchant banking operation

FMCG experience

6. Trade Policy & Economics

• Expert knowledge of Trade & Economic Policies

FMCG experience

7. Administration & Government Relations

• Retired Bureaucrat

Basic understanding of Finance & Business

8. Ayurvedic specialist (till Ayurvedic specialities Business is part of FMCG business)

• Ayurvedic doctor with a minimum of 20 years experience as a practitioner/ researcher

Basic understanding of finance and business

Other Directors could be based on company's priority at a particular time:

• Knowledge of export markets that Dabur is focusing on

• Commodity procurement expert

Board Diversity

• There should not be concentration of Board Members based on a particular skill profile.

• Board Member should be selected preferably from all the key skill areas defined earlier.

• Gender diversity: Board should have atleast one Women Director.

Criteria for Determining Independence of a Director

1. Should be a person of integrity and possesses relevant expertise and experience;

2. Should be a person other than a Managing Director or Whole Time Director or Nominee Director;

3. Should neither be nor have been a Promoter of the Company or its holding, subsidiary or associate company or member of the Promoter Group of the Company;

4. Should not be related to Promoters or Directors in the Company, its holding, subsidiary or associate company;

5. Apart from receiving sitting fees, should have or had no pecuniary relationship other than remuneration as such

Director or having transaction not exceeding ten per cent, of his total income or such amount as may be prescribed with the Company, its holding, subsidiary or associate company, or their Promoters, or Directors, during the two immediately preceding financial years or during the current financial year;

6. none of whose relatives—

(i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year:

Provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two per cent, of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

(ii) is indebted to the company, its holding, subsidiary or associate company or their Promoters, or Directors, in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year;

(iii)has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or Directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or

(iv)has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two per cent, or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (i), (ii) or (iii);

7. Neither himself nor any of his relatives -

holds or has held the position of a Key Managerial Personnel or is or has been an employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed; Provided that in case of a relative who is an employee, the restriction under this clause shall not apply for his employment during preceding three financial years.

- is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

• a firm of Statutory Auditors or Secretarial Auditors or Cost Auditors of the company or its holding, subsidiary or associate company; or

• any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

- holds together with his relatives two percent or more of the total voting power of the company;

is a Chief Executive or Director, by whatever name called of any Non-Profit Organization that receives twenty-five percent or more of its receipts from the company, any of its Promoters, Directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;

- is a material supplier, service provider, or customer or a lessor or lessee of the company;

8. Should not be less than 21 years of age;

9. who is not a Non-independent Director of another company on the Board of which any Non-independent Director of the Company is an Independent Director:

1 0. Shall possess such other qualifications as may be prescribed. 11. Shall not serve as Independent Director in

- more than 7 listed companies;

- more than 3 listed companies (if serving as a Whole Time Director in any listed company).

Annexure 3

Remuneration Policy

1. Objective:

We design our remuneration policy to attract, motivate and retain the Directors, KMP and other employees who are the drivers of organization success and helps us to run the company successfully and to retain our industry competitiveness. Pay mix is designed to reflect the performance and is aligned to the long term interest of the shareholders.

2. Policy:

Remuneration Design and Mix

a) Total Fixed Pay: Enable us to attract, retain and develop the talent we need to succeed

1. Is competitive with leading companies where we recruit for talent.

2. Reinforces roles and accountabilities.

3. Is flexible and supportive of our organization's growth.

4. Is responsive to specific market pressures in terms of getting key talent from the market.

5. Provides salary management guidelines so that decisions are made with confidence, integrity and speed.

b) Short term Incentive Plans (one year): Create a process to effectively reward people for their contributions to the success of the Company in the short term

1. Utilizes company, business unit/ department and individual- based metrics based on the principle of line of sight and impact.

2. Is supported by clear, frequent communication and simple tools to administer.

c) Long term Incentive Plans in form of performance based ESOP: Enable us to attractand retain keytalent and create a process to effectively reward key talent for their contributions to the long term success of the company

1. A significant portion of the key talent compensation delivered through restricted ESOP Plans with retention expectations in place to ensure alignment of the executive interest with those of shareholders.

2. Utilizes company and business unit/department based metrics which are necessary for long term business sustenance and shareholder wealth creation.

3. Provide benefits, services, or events that will make us distinctive in the marketplace and consistent with our culture and values.

4. Provide benefits that are cost effective from both an individual and a company perspective.

e) Recognition: Utilize effective practices that are supported by innovative programs that reinforce our desired culture and make us a special place to work

1. Reinforces individual and team's behaviorthat makes us more competitive, efficient, and important to our customers.

2. To create more employee touch points and recognition on formal and informal basis.

3. Utilize a variety of programs, events and activities that keep the process exciting.

f) Annual Performance Linked Enhancement that recognizes the performance of the resource keeping in view the achievement of organizational goals and departmental goals.

g) Remuneration to Independent Directors:

1. Sitting Fee as approved by the Board.

2. Travel Cost and other out of pocket expenses for attending the Board & Committee Meetings.

3. No Stock options.

Tools for an effective Remuneration Policy implementation:

1. Remuneration Benchmark studies

2. Compilation of Live data while recruiting talent

3. Talent attrition studies

4. Benchmarking with Best Industry Practices

5. Participation in various forums

Annexure 4A

Details under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

S.N.

Particulars

(i)

The Ratio of the remuneration of each Executive Director to the median remuneration of the employees of the company for the financial year.

a

Mr. Sunil Duggal, Chief Executive Officer

246: 1

b

Mr. P D Narang, Whole Time Director

246: 1

c

*Mr. Mohit Malhotra, Whole Time Director (CEO Designate)

133.1

(ii)

The percentage increase in remuneration of each Executive Director, Chief Financial Officer, Chief Executive Officer, Company Secretary in the financial year.

a

Mr. Sunil Duggal, Chief Executive Officer

10%

b

Mr. P D Narang, Whole Time Director

10%

c

**Mr. Mohit Malhotra, Whole Time Director (CEO Designate)

NA

d

Mr. Lalit Malik, Chief Financial Officer

1 2.20%

e

Mr. Ashok Kumar Jain, EVP (Finance) & Company Secretary

8.90%

(iii)

The percentage increase in the median remuneration of employees in the financial year.

6.70%

(iv)

The number of permanent employees on the rolls of the company.

4,974

(v)

Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.

The average percentile increase in the managerial remuneration has been 9.9% while for others it is about 9.8%. This is based on Remuneration policy of the Company that rewards people differentially based on their contribution and also ensures that external market competit veness and internal relativities are taken care of.

(vi)

It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

*Appointed as Whole Time Director w.e.f. 31.01.201 9. However, for calculation of ratio full year remuneration has been considered.

**Not applicable as there was no increment in remuneration during his tenure as CEO designate / CEO.

NOTES:

1. Shares allotted under ESOP Scheme of the Company have not been included in the above.

2. The Non- Executive Independent Directors are paid only sitting fees for attending the meetings of the Board and its Committees. The Non- Executive (Non- Independent) Directors of the Company do not receive any remuneration from the Company. The ratio of remuneration and percentage increase in remuneration of these Directors is therefore not considered for the above information.

Annexure 4B

Statement of particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the year ended 31st March, 2019

3. None of the employees mentioned above are related to any Director of the Company, except Mr. P D Narang, Mr. Sunil Duggal and Mr. Mohit Malhotra who are themselves Directors of the Company.

4 None of the employees mentioned above was in receipt of remuneration which in the aggregate is in excess of that drawn by the Whole Time Director and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

Annexure 5

Secretarial Audit Report for the Financial Year ended March 31, 2019

To

The Members Dabur India Limited

8/3, AsafAli Road New Delhi- 110002

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Dabur India Limited (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Dabur India Limited ("the Company") for the financial year ended on March 31, 2019 according to the provisions of:

(iii) The Depositories Act, 1 996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; Not Applicable

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and Not Applicable

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not Applicable

(vi) The other laws, as informed and certified by the management of the Company which are specifically applicable to the Company based on their sector/ industry are:

During the period under review the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance(and at a Shorter Notice for which necessary approvals obtained), and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the following specific events / actions took place having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

a. The Shareholders of Company have approved limit under Section 186 of Companies Act, 2013 upto Rs.8,000 Crores.

Note: This report is to be read with our letter of even date which is annexed as Annexure-A and forms an integral part of this report.

Annexure-A to the Secretarial Audit Report

To

The Members Dabur India Limited

8/3, Asaf Ali Road New Delhi- 110002

1. Maintenance of secretarial record is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. Our examination was limited to the verification of procedures on the random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For Chandrasekaran Associates

Company Secretaries

Rupesh Agarwal

Managing Partner

Place: New Delhi

Membership No. A16302

Date : May 1, 2019

Certificate of Practice No. 5673

Annexure 6

Report on the highlights of performance of Subsidiaries, Associates and Joint Venture companies and their contribution to the overall performance of the company is as under:

1. H & B Stores Ltd., India (Subsidiary)

The Company operates its specialised beauty retail business under the brand 'NewlT. These stores offer a wide range of international, domestic as well as private brands of beauty care, fragrance and personal care products and are located in premium high footfall malls and markets. Newu's store footprints are pan India with 102 stores in 35 cities. While most of the stores are company operated, company also has franchised stores operated by entrepreneurs while the products are 4. supplied by the Company. Company also operates online through its own portal www.newu.in and various other e-commerce websites. Company has continued focus on its own private labels and some exclusive international labels, which have good opportunity for growth in India.

2. Dermoviva Skin Essentials Inc., USA (Subsidiary)

Dermoviva operates in the hair care market for ethnic African population through Namaste Laboratories LLC. During the year acquisition of two companies - i) D&A Cosmetics Proprietary Limited (carrying on the business of development, manufacturing and sale of personal care products, hair care and creams) and ii) Atlanta Body& Health Products Proprietary Limited (engaged in the business of 5. sale of personal care products, hair care and creams) was completed. Both companies are located in South Africa. D&A Cosmetics owns and operates the brand 'Long & Lasting' in South African market with a wide range of hair care products.

3. Namaste Laboratories LLC, USA (Subsidiary)

The Company is engaged in the business of manufacture, marketing and distribution of hair and other personal care products.

The Namaste business caters to Hair Care needs of the African American community and is a leader in the Hair Relaxers category. Although the overall hair relaxers category showed a decline, the market share of the Company rose by around 200 bps on account of Company's consistent focus on the fast growing styling segment. In the naturals segment, Company's Curls Unleashed continued to perform well and attracted good number of consumers. Besides this, 5. it also received positive response from the consumer for its newly launched Hair Repair Brand. In order to create an effective link between on ground merchandising and sales, ~Rs.. Namaste introduced Project Launchpad wherein it eliminated all the brokers and established direct relationships with key accounts like Target and Dollar general. The Namaste business reported subdued growth, as the Relaxer segment, which is a large part of business, remained under pressure due to the declining category.

Namaste also markets its brand in African markets. The sub saharan region posted growth of 13% during the year backed by efforts to localize manufacturing and strengthen distribution in key markets like East Africa, West Africa and Southern Africa. The plan is to increase in-house sourcing to almost 100% by the end of FY 1 9-20. This initiative will further enhance the profitability of the International Region, strongly leveraging on local supply chains which have been set up in Nigeria, UAE, South Africa and Egypt.

Urban Lab International LLC, USA (Subsidiary)

The company is engaged in the business of the manufacture, marketing and distribution of hair and other personal care products. Urban Labs is based at Johannesburg, South Africa. Its performance has been driven by good growth in ORS hair relaxers & sheen spray. Key reasons for this momentum were structural change in distribution model from Master Distributor to Direct, (including selling directly to wholesale / Retails / modern trade), manufacturing of relaxer kit & sheen spray locally in South Africa at cheaper cost, strengthening of the local team and increasing footprint and penetration of our brands. Exports to SADC countries like Zambia/Tanzania have also increased with duty exemption benefits.

Hair Rejuvenation & Revitalization Nigeria Ltd., Nigeria (Subsidiary)

The principal business activity of the Company is to engage in the business of the manufacture, marketing and distribution of hair and other personal care products in West Africa.

The company's product portfolio is based upon ORS hair care products including relaxers, styling and nourishment products. The company recently launched "Creme on Creme Relaxer" will be a focus brand going forward. The business was impacted by severe economic headwinds but has been able to maintain its market share in different categories. The company made considerable investments in developing multi-distributor arrangement, replenishment based serving model, introduction of low unit price packs and developing an engaging stylist- hair association program which aided the Nigeria business perform in economically challenged time.

Healing Hair Lab International LLC, USA (Subsidiary)

The entity is a non-operating company. Dabur (UK) Ltd., (Subsidiary)

The main activity of the company is making investments in step down subsidiaries.

8. Dabur International Ltd., (Subsidiary)

The principal business activity of the company is distribution of FMCG products. The company's portfolio includes a wide range of consumer products in hair care, oral care and skin care categories.

During the year, the company faced headwinds in the GCC markets on account of macro-economic issues which impacted category growths and in turn affecting the company as well. However, still Middle east is the largest market in the international business comprising 27.1% of international sales. The company took steps to mitigate the headwinds by altering the marketing mix by enhancing the value proposition to customers and increasing spends on Digital and on-ground activations. This helped to improve market shares in almost all product categories.

As regards sales and distribution the Company undertook a major distribution restructuring where multiple distributor model was implemented in three countries. Joint business planning discussions were entered into with the key retailers in both Saudi Arabia and UAE markets. The Company continues to push aggressively in the evolving e-commerce landscape in the Middle East. Most of the Company's products are now available on leading online portals such as Souq.com (Amazon) and also on webstores of leading retailers such as Carrefour and LuLu.

9. Naturelle LLC, UAE (Subsidiary)

Naturelle LLC, located at Ras al Khaimah (RAK) is the manufacturing hub of Dabur International Ltd. During the year, the RAK plant's capacity was enhanced from 54,100 MT to 57,700 MT per annum with the restructuring of manufacturing mixers and batch size increase in Tooth paste, Hair oil, Vatika Conditioner, Hot Oil Treatment (Hamam Zaith), Face mark & ORS (Shampoo/Conditioner). As a continuous improvement journey along with major automation like Vatika Hair cream bundling, Lotion line automatic capping and bundling, Automated Sealing and capping in Herbolene, the factory has taken several kaizen and TPM initiative to reduce cost of production. Some of the key initiatives include - Process improvement and changeover time reduction in Shampoo, Energy efficient pump & compressor, Customer friendly packing in FEM, Centralized FG storage and Over all equipment efficiency (OEE) improvement. During the year factory got the USFDA clearance through integrated management system audit viz. 5 in 1 Certification (ISO 9001, ISO 22716, ISO 14001, OHSAS 18001 & HACCP).

10. Dabur Egypt Ltd., Egypt (Subsidiary)

The Company is engaged in the manufacturing and marketing of FMCG goods in hair care, skin care and oral care categories. It is a market leader in hair care categories with 77.1 % market share in hair oils, 55.2% in hair creams and 63.8% in Hammam Zaith. Vatika is the umbrella hair

During the year, the annual capacity of the plant was at around 27,400 Tons. The unit has implemented various production automation initiatives to reduce and optimize operational cost. The plant has also implemented various material cost reduction initiatives through value engineering and local vendor development.

The Company posted growth of 4% in constant currency terms. The country is going through a phase of high inflation coupled with shrinking demand due to tough economic measures This has impacted the business sales and the profitability. The Company invested strongly behind its brands and introduced several new products in the portfolio. With growth of digital media, the Company has undertaken many initiatives not only via Facebook but also through bloggers and influencers with integrations in both off line and online mediums. A new communication for Miswak targeting young consumers and Vatika Hair Oil with celebrity endorsement, launch of new products like Vatika Serum, Dermoviva Face Wash, Amla Hammam Zaith,Amla Kids, ORS as well as extensions of existing brands through launch of new relevant variants like Hair Gel 30 ml & 10 ml sachets, Vatika Henna Burgundy and a new range of ORS were some of the key initiatives during the fiscal year.

11. African Consumer Care Ltd., Nigeria (Subsidiary)

The company is engaged in the business of manufacturing and marketing of toothpastes, soaps, toilet cleaners etc., trading business of mosquito repellent cream and contract manufacturing of hair care products for a fellow subsidiary - Hair Rejuvenation and Revitalization Nigeria Limited. The Company is becoming a hub for exporting toothpaste and hair care products to East Africa and Central Africa markets.

12. Dabur Nepal Pvt. Ltd., Nepal (Subsidiary)

The Company, one of the largest FMCG companies in Nepal, manufactures & markets wide range of Consumer goods under segments like Food, Consumer Care, Home Care, Personal Care etc. with products like Fruit Juices/Beverages, Chyawanprash, Glucose, Tooth Paste, Hair Oil, Digestive Tablets, Honey, etc. Food Segment has rapid growth and has occupied major share in turnover of the company of around 70%.

During the year the Company faced challenges due to uncertain economic instability, liquidity crisis, increase in interest rate, seasonal complexities and difficult business environment. During the Year the cost of doing business significantly increased due to increase in various taxes/ high conversion cost which affected profitability of the Company, however, the Company was able to maintain healthy competition in the market. This impact is clearly reflected in terms of turnover and profitability for the FY 1 8-1 9 which has been maintained at NPR. 111 9.52 Crores and NPR. 68.52 Crores respectively. The Hair Care and Oral Care segments performed well. Despite the juice business being impacted by adverse seasonality and intense competitive environment, it registered healthy growth numbers. The Company also launched Himalayan Honey and Prostyle Soft & Shiny Hair Oil in order to broaden its market presence. In order to increase consumer reach, Company focused on expansion of its distribution reach in rural and increase its market penetration. In addition to this, a number of initiatives were taken for launching innovations targeting the local Nepalese consumers.

13. Asian Consumer Care Pakistan Pvt. Ltd., Pakistan (Subsidiary)

In FY 2018-19 the business posted a robust 36% growth in Sales despite challenging market conditions. The all new marketing campaign for Vatika Oils "Oil first than Shampoo" was very well received by consumers and brand delivered strong value growth of 44.4%, Amla Hair Oils grew by 30.4%. These brands collectively helped Dabur increase its market share in Hair Oils to 49%. Vatika Shampoo and Dabur RED paste posted robust 39% and 35% topline growth respectively.

The economic challenges kept the scenario immersive as currency kept declining along with massive hike in duties followed by other measures taken by the Government of Pakistan to curtail imports and control the current account and trade deficit. The inability to hedge the currency risk though direct measures further worsen the situation to manage the business margins. To respond to the situation the company started the toll manufacturing in Karachi for all the key brands and SKU w.e.f. Nov 2018.

14. Dabur Pakistan (Pvt.) Limited, Pakistan (Subsidiary)

This subsidiary comprises the Digestives business in Pakistan. The year 2018-19 proved to be the most challenging and volatile in terms of business environment. Despite overall strained economic environment the business posted robust value growth of 1 7% driven primarily through volume in major Digestive brand "Dabur Hajmola"

The brand Hajmola continued to penetrate the trade through better distribution and the consumer demand derived through the new TVC for "Dabur Hajmola".

The Company made notable progress in the year by boosting rural distribution with the appointment of 1 85 sub stockists which resulted in an increase of 33,000 new outlets. The low unit packs were also introduced across key brands with the aim to penetrate rural markets and collaborate with rural outreach initiative. The Company plans to continue its expansion in Bangladesh through portfolio enhancement by launching new products and variants.

Hobi Kozmetikisa market leader in Hair Gel with 42% market share and one of the major players in Liquid soap, economy shampoo and wet wipes categories. The Company is one of the pioneering personal care product manufacturers in Turkey that also owns a deeply rooted brand heritage. Its product list includes more than 200 personal care and cosmetics products in the categories like Hair Gels, Hair Sprays, Mousses, Hair Wax, Hair Conditioners, Shampoos, Hair Care Complexes, Body Creams, Hand and Body Lotions, Shower Gels, Liquid Hand Soaps, Shampoo and Conditioner and Hair Styling Series. While the hair styling and body wash categories are brand equity builders for Hobby, hair care and liquid soap categories are volume drivers.

During the year Hobi achieved strong growth of 29% on constant currency basis despite tough macro economic situation in Turkey.

Hobi has re launched its hair styling subcategories with new packaging designs and additional variants for hair sprays, hair mousse, hair gel and wax categories. This relaunch helped it in gaining Market Share in Wax category. Hobi has re launched Fresh care series and made ATL investments for body wash category, which helped it to increase the market share of Hobby body wash during this year.

The Company also exports to 50+ countries and exports grew by substantial 40% during the year. Despite economical & political fluctuations in the region, the company is continuing to grow and making automation investments in its factory to increase efficiency.

17. Ra Pazarlama Limited §irketi, Turkey (Subsidiary)

The Company markets the products that are produced by Hobi Kozmetik. It has expertise in distribution and handles all sales/distribution for Hobi products.

18. Dabur Lanka Pvt. Ltd., Sri Lanka (Subsidiary)

The Company has set-up a state of art fruit juice manufacturing facility at Yakadagala Estate, Kotadeniyawa,

Sri Lanka. Its principal activity is to manufacture fruit based beverages utilizing imported fruit concentrates/ pulp and purees for export. These are processed and packed in Tetra cartons for export to India and other countries. The company has an allowance to sell up to 10% of the volume of the output to the local Sri Lanka market. During FY 2018-19 the Company manufactured 11.52 lac cases of 1 litre, and 2 lac cases of 200 ml juices which were primarily exported to India.

19. Dabur Consumer Care Pvt. Ltd., Sri Lanka (Subsidiary)

Principal activities of the company include importing on wholesale basis and distributing and dealing in all types of consumer care products such as health care, home care, hair care and personal care in the local Sri Lankan market. During FY 2018-1 9 the Company made import and trade of key brands like Honey, Odonil and Amla Hair Oil.

20. Dabur Tunisie, Tunisia (Subsidiary)

The Company is being dissolved and liquidation is under process.

21. Dabur Pars, Iran (Subsidiary)

The principal business activity of the company is distribution of FMCG products. The company achieved IRR 54.63 billion sale having growth of 222% over last year. Distribution got further strengthened during 201 8-1 9 as a national distributor was appointed with pan Iran coverage. Brands like Dabur Miswak, Vatika Shampoo, Hamamzaith and Hair gel were launched in key cities during the year. Efforts on localization of procurement and addition of 3P for new range of products were other projects undertaken in this year.

22. Dabur South Africa (Pty) Ltd., (Subsidiary)

This Company incorporated in South Africa had bought over the assets of CTL Contracting Pty Ltd as a going concern in the year 2017. In the year 2018 it expanded its range as a third party contractor for ORS brand SKU's to a fellow subsidiary - Urban Laboratories International LLC, Long & Lasting brand SKUs to a fellow subsidiary - D&A Cosmetics Proprietary Limited and also other private and local brands like Calsa (Personal Care), BOB Martin (Pet Care) etc.

23. D&A Cosmetics Proprietary Limited (Subsidiary)

This newly acquired company in April, 2018 in South Africa markets its products (namely relaxers, aftercare, weaves, braids, dreads, treatments and serums) under the brand name of Long and Lasting. Before acquisition the Company was focusing on Coastal areas like East London, Kwazu

Natal, etc. Post-acquisition it expanded its footprints in Non Coastal areas as well like Gauteng, Mpumalanga, etc. while maintaining its pace in Coastal areas. Long and Lasting range is manufactured in Dabur South Africa (Pty) Limited and sold through local trade channels.

24. Atlanta Body & Health Products Proprietary Limited (Subsidiary)

A new company acquired in South Africa in 2018 is handling the salon business for Long and Lasting Brand. The Company's Body and Health business was merged into the main company D&A Cosmetics Proprietary Limited post acquisition with transfer of all trained sales representative. This is a unique model where the company has managed to establish the brand at the root level. Product awareness and branding is the key function being carried out through this channel. Focus products are L&L Relaxer Kits, sprays, etc.

25. Forum I Aviation Pvt. Ltd., India (Joint Venture)

The Company primarily operates in the aviation sector. It is working with existing fleet of two aircrafts viz. Hawker 800XP (VT-FAF) & Hawker 850XP (VT-KNB).

Contribution of Subsidiaries, Associates and Joint Venture companies to the overall performance of the company:

The subsidiary companies contributed to 28.6% of the consolidated revenue from operations of Dabur India Limited. Through these subsidiaries the company accesses its overseas markets in North America, Europe, Gulf, Africa and Asia. The overseas business witnessed headwinds during the year on account of economic and geo-political challenges in some of its key markets. Adverse currency fluctuations also impacted the business in markets like Egypt and Turkey. The business was further impacted by a slowdown across categories in GCC markets. Despite the challenges the company continued to invest in its overseas business by enhancing its supply chain and distribution footprint across the regions. During the year, the company completed the acquisitions of two small companies in South Africa. By increasing the localization of manufacturing and supply chain, and focusing on digitization and process automation the business is reducing costs and increasing its efficiency and flexibility to access the local markets. Some of these markets are in investment phase therefore the profit margins are not yet at par with company average. Therefore profit contribution from subsidiaries is little lower than sales contribution. However this will improve with scale of business going up and the brands getting more established in these markets.

All business units continued their efforts to improve energy usage efficiencies and increase the share of renewable energy. Various key performance indicators like specific energy consumption (energy consumed per unit of production), specific energy costs and renewable energy contributions were continuously tracked to monitor alignment with the Company's overall sustainability approach.

i) The steps taken or impact on conservation of energy:-

Some of the energy conservation measures adopted across the Company are outlined below:

• Herbs are used for manufacturing of Ayurevedic products, installation of In-house "Herb Briquette" manufacturing using these processed herbs. These Herb Briquettes are used as boiler feed, thereby reducing the land fill required for safe disposal of used herbs.

• Methane gas get generated during the treatment of effluents in Effluent treatment plant. Methane gas used to go in environment. Now DG set based on methane gas as feed has been installed and thereby restricting methane gas emission in environment

The Company has incurred around Rs.400 lacs expenditure on sustainability and reduction of environmental impacts. The above initiative also leads to approx. Rs.100 lacs savings a year.

ii) The steps taken by the Company for utilizing alternate sources of energy:-

a) Use of counter pressure retort process for packing coconut water and molding bottles for same in IBM process instead of traditional EBM process and open pan technology. Increases productivity as more number of bottles can be processed at a time. Percentage increase 70%. Use of counter pressure helped reduce the weight of bottle by 20%.Use of IBM in manufacture of bottles helped reduce inline rejections from 3.5% to 1.8%.

b) Developed and implemented commercially local shrink films with additive to make the shrink film biodegradable after 18 months. The same has passed tests done by Intertech lab in Mumbai and has been commercially implemented.

c) Import substitution. Shrink films suitable for collation shrink of 6 pieces on high speed equipment supplied by Meurer Germany locally developed and tried. Under implementation at unit.

d) Shifting from conventional cold glue (fevicol) to hot glue application in Glucose CEKA pack in 2018-19 across all units. This will help in reducing quality defect and wastage of carton due to improper or over gluing.

e) In order to cater business requirement of LUP's (20/22/25g) in dangler format in oral care category (RTF), a dangler machine was installed at Pantnagar and Baddi. There by increasing the output and having flexibility in catering various pack sizes like 6, 12, 1 2+1 format without any major changes in machine.

ii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

The details of technology imported

: Nil

The year of import

: Not Applicable

Whether the technology been fully absorbed

: Not Applicable

If not fully absorbed, areas where absorption has not taken place and the reasons thereof

: Not Applicable

iii) The expenditure incurred on Research and Development:

• An expenditure of Rs.37.28 crores was incurred towards Research and Development during the financial year 2018-19.

C. Foreign Exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows during the Financial Year 201 8-1 9: Rs.250.65 crores.

The Foreign Exchange outgo in terms of actual outflows during the Financial Year 201 8-1 9: Rs.84.46 crores.

Annexure 8

Environmental, Health and Safety (EHS) Review

Dabur is committed towards Environment, Health& Safety Control Measures, creating a gender friendly workplace, transparency and auditability, legal compliance and the philosophy of leading by example. Dabur's Environment, Health & Safety (EHS) strategies are directed towards achieving the greenest and safest operations across all units by optimising usage of natural resources and providing a safe and healthy workplace. Systemic efforts continue to be made towards natural resource conservation by continuously improving resource-use efficiencies and enhancing the positive environmental footprint following a life-cycle based approach.

Dabur is addressing the critical area of climate change mitigation through several innovative and pioneering initiatives. These include continuous improvement in energy efficiency, enhancing the renewable energy portfolio, integrating green attributes into the built environment, better efficiency in material utilisation, maximising water use efficiencies and rain water harvesting, maximising collection, segregation, recycling and safe disposal of post-consumer generated plastic waste under solid waste management drive.

A brief on Environmental, Health and Safety (EHS) initiatives of the Company is as under:

Environment

Environment (Pollution) Control Measures Taken:

Water: Dabur continues to focus on an integrated water management approach that includes water conservation and harvesting initiatives at its units. Interventions have been spearheaded to improve water use efficiencies by adopting latest technologies and increasing reuse and recycling practices within the fence. The supply side interventions include enhanced capture and storage of rainwater (in soil and storage ponds) and recharging aquifers. These initiatives are aimed at helping Dabur emerge as a water neutral company in the coming years.

We continue to follow the 3-R (Reduce, Reuse & Recycle) principle at our manufacturing units. Ground water is one of major source for us and OIL is committed to significant reduction in ground water usage by installing water efficient technology in processes, besides employing best effluent treatment system like Reverse Osmosis plants to re-utilise treated water into system. Due to segregation of all Trade and Domestic effluents through independent treatment systems and by installing/ up gradation of ETP/SwTP & UF/RO recycling plants, OIL successfully achieved 800 Lt/MT reduction in fresh Raw Water consumption, with 120 Lt/MT reduction in effluent generation, increased 150 Lt./MT treated effluent through reuse/recycle.

Waste: Dabur continues to make significant progress in reducing specific waste generation through constant monitoring and improvement of efficiencies. With these initiatives, Dabur has prevented waste reaching landfills and the associated problems of soil and groundwater contamination and GHG emissions, all of which can adversely impact public health. In the current year, Dabur has achieved over 0.10 KG/MT reduction in Hazardous waste generation, reduction in energy consumption by 15 KWH/MT, reduction in greenhouse gas emissions by 1.0 MT; reduction in SOx by 50 MT; reduced Ozone depleting Substances (ODS) by 100 kg and 2 MT of e-waste disposal to the approved e-waste recyclers during the FY 2018-19.

In the FMCG sector, we have been leading the drive for reduction in end-user Plastic waste and setting an example for other companies. Dabur is closely working with MoEF&CC, CPCB, CGWA, FICCI & CII to make it successful. Different projects has been initiated across India with the help of different NGOs and Associates to not just meet our PWM EPR (Extended Produced Responsibility) guidelines under PWM Rule 2016, amended 2018, but be the torchbearer when it comes to managing post-consumer plastic waste.

Dabur is committed to provide a safe and healthy workplace to all associates. Dabur's approach has been to institutionalise 3M (Man-Material-Machine) safety as a value-led concept with focus on inculcating a sense of ownership at all levels. In line with this approach, several operating units are progressively implementing 3M-based safety initiatives and customised risk assessment programmes to strengthen their safety culture. Environment, Health & Safety audits before commissioning and during the operation of units continued to be carried out to verify compliance with standards.

During FY 2018-19, we worked towards achieving and maintaining Fire-Safety Standards (ie. TAC-NBC/FM/UL approved) across Dabur. Our all units are equipped with best fire/smoke detection technology to get the information in-time in case of any fire incident.

1 A brief out line of the company's CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs

Our CSR Vision

Through sustainable measures, actively contribute to the Social, Economic and Environmental Development of the community in which we operate ensuring participation from the community and thereby create value for the nation.

Our CSR Mission

1. Ensuring socio-economic development of the community through different participatory and need- based initiatives in the best interest of the poor and deprived sections of the society so as to help them to become SELF-RELIANT and build a better tomorrow for themselves.

6 In case the company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the company shall provide the reasons for not spending the amount in the Board report: Not Applicable

7 We hereby confirm that the implementation and monitoring of CSR Policy, is in compliance with Company's CSR objectives (i.e. CSR Vision and CSR Mission) and CSR Policy of the Company.

(Sunil Duggal)

(Dr. Ajay Dua)

Whole Time Director

Chairman - CSR Committee

Annexure 10

Dividend Distribution Policy

1. INTRODUCTION

The Company has in place a Dividend Policy since long. After incorporation of Regulation 43A in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 201 5 (hereinafter referred to as 'Listing Regulations') the existing Dividend policy has been revised and framed according to the Listing Regulations and the Companies Act, 2013.

The Company aims at rewarding its shareholders by sharing a part of its profits after retaining sufficient funds for the growth of the Company. The Company has been able to pursue its aim over years and has been able to maintain fairness, consistency and sustainability while distributing profits to its shareholders. This policy has been framed with an objective to ensure the right balance between the quantum of Dividend paid and amount of profits retained in the business for various purposes. Towards this end, this Policy lays down various guidelines, factors and parameters to be considered by the Board of Directors of the Company while recommending/ declaring Dividend from time to time.

2. PURPOSE AND REGULATORY FRAMEWORK

As per Regulation 43A of the Listing Regulations, which requires top five hundred listed companies (based on market capitalization of every financial year) to formulate a Dividend Distribution Policy, the Company is required to formulate a Dividend Distribution Policy which shall be disclosed in its Annual Report and on its website. Accordingly, the Company has revised its existing Dividend Policy in line with the requirements of Listing Regulations and the Companies Act, 2013.

3. POLICY

A) Declaration of dividend only out of profits

Dividend shall be declared or paid only out of -i) Current Year's profit

a) After providing for depreciation in accordance with law,

b) After transferring to the reserves of the Company such percentage of profits as may be considered appropriate or as may be prescribed, or

ii) The Profits for any previous financial year or years

a) after providing for depreciation in accordance with law, and

b) remaining undistributed, or iii) out of i)& ii) both

B) Set off of Losses and depreciation of previous years

Before declaring any dividend, the carried over previous losses and depreciation not provided in previous year or years must be set off against the profits of the Company for the current year.

C) Declaration of Dividend out of reserves

Board of Directors should avoid the practice of Declaration of Dividend out of Reserves.

D) Amount of Dividend

Board of Directors shall endeavor to maintain the Dividend Payout Ratio* (Dividend/ Net Profit after Tax for the year) as near as possible to 50% of Dabur India Ltd's standalone profit after tax OR 40% of Dabur India Ltd's consolidated profit after tax, subject to

• Company's need for Capital for its growth plan

• Positive Cash Flow

(* To be reviewed every 2 to 3 years, if need be)

E) Timing

1. Interim Dividend

• Board of Directors to declare,

• Based on review of profits earned during the current year - to date one to three times a year.

2. Final Dividend

• Board of Directors to recommend to members for their approval,

• Based on review of profits arrived at as per audited financial statements, for the year,

• Maximum once in a year.

F) Parameters / factors to be considered before declaring dividend

1) Financial parameters

• Current year profits

• Operating cash flow

• Outstanding borrowings, including debt to equity ratio.

• Cost of borrowings

• Past dividend trends

2) Internal Factors that shall be considered for declaration of dividend

4) Parameters that shall be adopted with regard to various classes of shares

Presently, the Authorized Share Capital of the Company is divided into equity shares of Rs.1/-per share and accordingly, the issued and paid-up share capital of the Company comprises of only one class of equity shares.

As and when the Company shall issue other class of equity shares or other kind of shares, the Policy may be suitably amended.

G) Circumstances under which shareholders may or may not expect dividend

The Board of Directors shall consider the factors provided in this policy before determination of any dividend payout.

The shareholders of the Company may not expect Dividend under the following circumstances:

• In the event of inadequacy of profits or whenever the Company has incurred losses,

• Whenever the company undertakes or proposes to undertake a significant expansion Project or any acquisition or joint venture, requiring significant allocation of funds;

H) How the retained earnings will be utilised

The retained earnings shall be utilized for business purposes of the Company and to increase the value of the stakeholders in the long run. Utilization of retained earnings may be for:

• Acquisition of brands/ businesses;

• Entry into Joint Ventures;

• Expansion plans;

• Enhancement of production capacity;

• Modernization plans;

• Diversification of business;

• Long term Business plans;

• Declaration of any special dividend under any special circumstances, as permitted by law;

• Other such utilizations as may be deemed fit from time to time.

Disclosures

• The Company shall make appropriate disclosures as required under the Listing Regulations and the Companies Act, 2013.

• The Policy shall be disclosed in the Company's Annual Report and website.

• If the company proposes to declare dividend on the basis of parameters in addition to the parameters/ factors mentioned in this policy or proposes to change such additional parameters or the dividend distribution policy contained in any of the parameters, it shall disclose such changes along with the rationale for the same in its annual report and on its website.

I) Amendments to the policy

The Policy may be amended, as and when deemed fit. Any or all provisions of this Policy would be subject to revision / amendment in accordance with the Rules, Regulations, Notifications etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities are not consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s), circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc

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